Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Entity Information [Line Items] | ||
Entity Registrant Name | New Fortress Energy LLC | |
Entity Central Index Key | 0001749723 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Address, State or Province | NY | |
Class A [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,892,293 | |
Class B [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 145,057,375 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 178,187 | $ 78,301 |
Restricted cash | 22,011 | 30 |
Receivables, net of allowances of $0 and $257, respectively | 37,248 | 28,530 |
Finance leases, net | 1,045 | 943 |
Inventory | 28,625 | 15,959 |
Prepaid expenses and other current assets | 49,712 | 30,017 |
Total current assets | 316,828 | 153,780 |
Investment in equity securities | 1,529 | 3,656 |
Restricted cash | 43,860 | 22,522 |
Construction in progress | 394,516 | 254,700 |
Property, plant and equipment, net | 193,577 | 94,040 |
Finance leases, net | 91,447 | 92,207 |
Deferred tax asset, net | 38 | 185 |
Intangibles, net | 40,693 | 43,057 |
Other non-current assets | 65,295 | 35,255 |
Total assets | 1,147,783 | 699,402 |
Current liabilities | ||
Term loan facility | 492,762 | 272,192 |
Accounts payable | 17,106 | 43,177 |
Accrued liabilities | 50,796 | 67,512 |
Due to affiliates | 7,856 | 4,481 |
Other current liabilities | 30,495 | 17,393 |
Total current liabilities | 599,015 | 404,755 |
Long-term debt | 113,164 | 0 |
Deferred tax liability, net | 171 | 0 |
Other long-term liabilities | 15,035 | 12,000 |
Total liabilities | 727,385 | 416,755 |
Commitments and contingences (Note 17) | ||
Stockholders' equity | ||
Members' capital, no par value, 500,000,000 shares authorized, 67,983,095 shares issued and outstanding as of December 31, 2018 | 426,741 | |
Accumulated deficit | (38,480) | (158,423) |
Accumulated other comprehensive gain (loss) | (19) | (11) |
Total stockholders' equity attributable to NFE | 85,261 | |
Total stockholders' equity attributable to NFE | 268,307 | |
Non-controlling interest | 335,137 | |
Non-controlling interest | 14,340 | |
Total stockholders' equity | 420,398 | 282,647 |
Total stockholders' equity | 282,647 | |
Total liabilities and stockholders' equity | 1,147,783 | $ 699,402 |
Class A [Member] | ||
Stockholders' equity | ||
Common stock | 123,760 | |
Class B [Member] | ||
Stockholders' equity | ||
Common stock | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Allowances for receivables | $ 0 | $ 257 |
Stockholders' equity | ||
Members' capital, par value (in dollars per share) | $ 0 | |
Members' capital, shares authorized (in shares) | 500,000,000 | |
Members' capital, shares issued (in shares) | 67,983,095 | |
Members' capital, shares outstanding (in shares) | 67,983,095 | |
Class A [Member] | ||
Stockholders' equity | ||
Common stock, shares issued (in shares) | 22,892,293 | 0 |
Common stock, shares outstanding (in shares) | 22,892,293 | 0 |
Class B [Member] | ||
Stockholders' equity | ||
Common stock, shares issued (in shares) | 145,057,375 | 0 |
Common stock, shares outstanding (in shares) | 145,057,375 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||||
Operating revenue | $ 35,345 | $ 24,629 | $ 93,221 | $ 69,545 |
Other revenue | 14,311 | 3,795 | 26,152 | 11,387 |
Total revenues | 49,656 | 28,424 | 119,373 | 80,932 |
Operating expenses | ||||
Cost of sales | 45,832 | 22,094 | 123,224 | 68,625 |
Operations and maintenance | 8,707 | 1,999 | 18,609 | 5,750 |
Selling, general and administrative | 40,913 | 13,423 | 122,831 | 40,827 |
Depreciation and amortization | 1,930 | 830 | 5,731 | 2,258 |
Total operating expenses | 97,382 | 38,346 | 270,395 | 117,460 |
Operating loss | (47,726) | (9,922) | (151,022) | (36,528) |
Interest expense | 4,974 | 3,183 | 14,457 | 6,389 |
Other expense, net | 1,788 | 270 | 133 | 103 |
Loss before taxes | (54,488) | (13,375) | (165,612) | (43,020) |
Tax (benefit) expense | (64) | 306 | 337 | 399 |
Net loss | (54,424) | (13,681) | (165,949) | (43,419) |
Net loss attributable to non-controlling interest | 47,701 | 72 | 139,483 | 72 |
Net loss attributable to stockholders | $ (6,723) | (13,609) | $ (26,466) | (43,347) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.30) | $ (1.34) | ||
Weighted average number of shares outstanding - basic and diluted (in shares) | 22,692,104 | 19,689,568 | ||
Other comprehensive loss: | ||||
Net loss | $ (54,424) | (13,681) | $ (165,949) | (43,419) |
Unrealized loss on currency translation adjustment | 143 | 0 | 143 | 0 |
Unrealized loss (gain) on available-for-sale investment | 0 | 290 | 0 | (443) |
Comprehensive loss | (54,567) | (13,971) | (166,092) | (42,976) |
Comprehensive loss attributable to non-controlling interest | 47,825 | 72 | 139,607 | 72 |
Comprehensive loss attributable to stockholders | $ (6,742) | $ (13,899) | $ (26,485) | $ (42,904) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Members' Capital [Member] | Common Stock [Member]Class A [Member] | Common Stock [Member]Class B [Member] | Stock Subscription Receivable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 406,591 | $ 0 | $ 0 | $ (50,000) | $ (80,347) | $ 2,666 | $ 0 | $ 278,910 |
Balance (in shares) at Dec. 31, 2017 | 65,665,037 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (10,913) | (10,913) | ||||||
Other comprehensive loss | 929 | 929 | ||||||
Capital contributions | $ 20,150 | 20,150 | ||||||
Capital contributions (in shares) | 665,843 | |||||||
Stock subscription receivable | 50,000 | 50,000 | ||||||
Stock subscription receivable (in shares) | 1,652,215 | |||||||
Balance at Mar. 31, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (91,260) | 3,595 | 0 | 339,076 |
Balance (in shares) at Mar. 31, 2018 | 67,983,095 | 0 | 0 | |||||
Balance at Dec. 31, 2017 | $ 406,591 | $ 0 | $ 0 | (50,000) | (80,347) | 2,666 | 0 | 278,910 |
Balance (in shares) at Dec. 31, 2017 | 65,665,037 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (43,419) | |||||||
Balance at Sep. 30, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (123,694) | 3,109 | (72) | 306,084 |
Balance (in shares) at Sep. 30, 2018 | 67,983,095 | 0 | 0 | |||||
Balance at Mar. 31, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (91,260) | 3,595 | 0 | 339,076 |
Balance (in shares) at Mar. 31, 2018 | 67,983,095 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (18,825) | 0 | (18,825) | |||||
Other comprehensive loss | (196) | (196) | ||||||
Balance at Jun. 30, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (110,085) | 3,399 | 0 | 320,055 |
Balance (in shares) at Jun. 30, 2018 | 67,983,095 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (13,609) | (72) | (13,681) | |||||
Other comprehensive loss | (290) | (290) | ||||||
Balance at Sep. 30, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (123,694) | 3,109 | (72) | 306,084 |
Balance (in shares) at Sep. 30, 2018 | 67,983,095 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Activity prior to the IPO and related organizational transactions | 11 | |||||||
Balance at Dec. 31, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (158,423) | (11) | 14,340 | 282,647 |
Balance (in shares) at Dec. 31, 2018 | 67,983,095 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (7,923) | (91) | (8,003) | |||||
Balance at Dec. 31, 2018 | $ 426,741 | $ 0 | $ 0 | 0 | (158,423) | (11) | 14,340 | 282,647 |
Balance (in shares) at Dec. 31, 2018 | 67,983,095 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (165,949) | |||||||
Balance at Sep. 30, 2019 | $ 0 | $ 123,760 | $ 0 | 0 | (38,480) | (19) | 335,137 | 420,398 |
Balance (in shares) at Sep. 30, 2019 | 0 | 22,892,293 | 145,057,375 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (5,645) | (46,644) | (52,289) | |||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs | $ 32,136 | 268,010 | ||||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs (in shares) | 20,837,272 | |||||||
Issuance of Class A shares in the IPO, net of underwriting discount and offering costs (in shares) | 235,874 | |||||||
Effects of the reorganization transactions | $ (426,741) | $ 51,092 | $ 0 | 146,420 | 0 | 229,229 | 0 | |
Effects of reorganization transactions (in shares) | (67,983,095) | 147,058,824 | ||||||
Share-based compensation expense | 19,037 | 19,037 | ||||||
Balance at Mar. 31, 2019 | $ 0 | $ 102,265 | $ 0 | 0 | (25,571) | 0 | 432,708 | 509,402 |
Balance (in shares) at Mar. 31, 2019 | 0 | 20,837,272 | 147,058,824 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (6,186) | (45,047) | (51,233) | |||||
Share-based compensation expense | $ 8,971 | 8,971 | ||||||
Balance at Jun. 30, 2019 | $ 0 | $ 111,236 | $ 0 | 0 | (31,757) | 0 | 387,661 | 467,140 |
Balance (in shares) at Jun. 30, 2019 | 0 | 20,837,272 | 147,058,824 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (6,723) | (47,701) | (54,424) | |||||
Other comprehensive loss | (19) | (124) | (143) | |||||
Share-based compensation expense | $ 7,825 | 7,825 | ||||||
Exchange of NFI Units | $ 4,699 | $ 0 | (4,699) | 0 | ||||
Exchange of NFI Units (in shares) | 2,001,449 | (2,001,449) | ||||||
Issuance of shares for vested RSUs | $ 0 | 0 | 0 | |||||
Issuance of shares for vested RSUs (in shares) | 53,572 | |||||||
Balance at Sep. 30, 2019 | $ 0 | $ 123,760 | $ 0 | $ 0 | $ (38,480) | $ (19) | $ 335,137 | $ 420,398 |
Balance (in shares) at Sep. 30, 2019 | 0 | 22,892,293 | 145,057,375 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (165,949) | $ (43,419) |
Adjustments for: | ||
Amortization of deferred financing costs | 4,150 | 1,469 |
Depreciation and amortization | 6,197 | 2,776 |
Deferred taxes | 318 | 309 |
Change in value of Investment in equity securities | 2,127 | 0 |
Share-based compensation | 35,833 | 0 |
Other | (209) | 808 |
(Increase) Decrease in receivables | (8,403) | 354 |
(Increase) in inventories | (12,666) | (8,002) |
(Increase) in other assets | (44,985) | (5,863) |
Increase (Decrease) in accounts payable/accrued liabilities | 8,807 | (1,156) |
Increase (Decrease) in amounts due to affiliates | 3,375 | (1,330) |
Increase in other liabilities | 16,644 | 898 |
Net cash used in operating activities | (154,761) | (53,156) |
Cash flows from investing activities | ||
Capital expenditures | (295,635) | (112,861) |
Principal payments received on finance lease, net | 600 | 726 |
Net cash used in investing activities | (295,035) | (112,135) |
Cash flows from financing activities | ||
Proceeds from borrowings of debt | 337,000 | 130,000 |
Payment of deferred financing costs | (8,259) | (9,438) |
Repayment of debt | (3,750) | (75,920) |
Proceeds from IPO | 274,948 | 0 |
Payment of offering costs | (6,938) | 0 |
Proceeds from note due to affiliate | 0 | 372 |
Capital contributed from Members | 0 | 20,150 |
Collection of subscription receivable | 0 | 50,000 |
Net cash provided by financing activities | 593,001 | 115,164 |
Net increase (Decrease) in cash, cash equivalents and restricted cash | 143,205 | (50,127) |
Cash, cash equivalents and restricted cash - beginning of period | 100,853 | 118,331 |
Cash, cash equivalents and restricted cash - end of period | 244,058 | 68,204 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Changes in accrued construction in progress costs and property, plant and equipment | $ (51,586) | $ 30,879 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2019 | |
Organization [Abstract] | |
Organization | 1. Organization New Fortress Energy LLC (“NFE,” together with its subsidiaries, the “Company”) is a Delaware limited liability company formed by New Fortress Energy Holdings LLC (“New Fortress Energy Holdings”) on August 6, 2018. The Company is engaged in providing energy and logistical services to end-users worldwide seeking to convert their operating assets from diesel or heavy fuel oil to LNG. The Company currently sources LNG from a combination of its own liquefaction facility in Miami, Florida and purchases on the open market. The Company has liquefaction and regasification operations in the United States and Jamaica. The Company manages, analyzes and reports on its business and results of operations on the basis of one operating segment. The chief operating decision maker makes resource allocation decisions and assesses performance of the delivery of an integrated solution to our customers based on financial information presented on a consolidated basis. |
Significant accounting policies
Significant accounting policies | 9 Months Ended |
Sep. 30, 2019 | |
Significant accounting policies [Abstract] | |
Significant accounting policies | 2. Significant accounting policies The principle accounting policies adopted are set out below. (a) Basis of presentation and principles of consolidation The condensed consolidated financial statements were prepared in accordance with GAAP. The accompanying unaudited interim condensed consolidated financial statements contained herein reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned consolidated subsidiaries. The ownership interest of other investors in consolidated subsidiaries is recorded as a non-controlling interest. All significant intercompany transactions and balances have been eliminated on consolidation. On February 4, 2019, the Company completed an initial public offering (“IPO”) and a series of other transactions, in which the Company issued and sold 20,000,000 Class A shares at an IPO price of $14.00 per share. The Company’s Class A shares began trading on NASDAQ Global Select Market (“NASDAQ”) under the symbol “NFE” on January 31, 2019. Net proceeds from the IPO were $257.0 million, after deducting underwriting discounts and commissions and transaction costs. These proceeds were contributed to New Fortress Intermediate LLC (“NFI”), an entity formed in conjunction with the IPO, in exchange for 20,000,000 limited liability company units in NFI (“NFI LLC Units”). In addition, New Fortress Energy Holdings contributed all of its interests in consolidated subsidiaries that comprised substantially all of its historical operations to NFI in exchange for NFI LLC Units. In connection with the IPO, New Fortress Energy Holdings also received 147,058,824 Class B shares of the Company, which is equal to the number of NFI LLC Units held by New Fortress Energy Holdings immediately following the IPO. Immediately following the IPO, New Fortress Energy Holdings held a significant interest in NFE through its ownership of 147,058,824 Class B shares, representing a 88.0% voting and non-economic interest. New Fortress Energy Holdings also had an 88.0% economic interest in NFI through its ownership of 147,058,824 of NFI LLC Units. New Fortress Energy Holdings has been determined to be NFE’s predecessor for accounting purposes. On March 1, 2019, the underwriters of the IPO exercised their option to purchase an additional 837,272 Class A shares at the IPO price of $14.00 per share, less underwriting discounts, which resulted in $11.0 million in additional net proceeds after deducting $0.7 million of underwriting discounts and commissions, such that there are 20,837,272 outstanding Class A shares. In connection with the exercise of the underwriters’ option to purchase an additional 837,272 Class A shares, NFE contributed such additional net proceeds to NFI in exchange for 837,272 NFI LLC Units. As of September 30, 2019, NFE has 22,892,293 Class A Shares outstanding, and New Fortress Energy Holdings has an 86.4% economic interest in NFI through ownership of 145,057,375 NFI LLC Units and New Fortress Energy Holdings holds an 86.4% voting interest in NFE. NFE is a holding company whose sole material asset is a controlling equity interest in NFI. As the sole managing member of NFI, NFE operates and controls all of the business and affairs of NFI, and through NFI and its subsidiaries, conducts the Company’s historical business. The contribution of the assets of New Fortress Energy Holdings and net proceeds from the IPO to NFI was treated as a reorganization of entities under common control. As a result, NFE presented the condensed consolidated balances sheets and statements of operations and comprehensive loss of New Fortress Energy Holdings for all periods prior to the IPO. The Company’s financial statements also include a non-controlling interest related to the portion of NFI LLC Units not owned by NFE. Prior to the IPO, NFE had no operations and had no assets or liabilities. (b) Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include relative fair value allocation between revenue and lease components of contracts with customers, total consideration and fair value of identifiable net assets related to acquisitions and fair value of equity awards granted to both employees and non-employees. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. (c) Investment in equity securities The Company holds an investment in equity securities. The investment is carried at fair value with gains or losses recorded in earnings in Other expense, net in the condensed consolidated statements of operations and comprehensive loss. See “Note 8. Investment in equity securities” for more information. (d) Legal and contingencies The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. The Company will recognize a loss contingency in the condensed consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until they are realized. (e) Revenue recognition The Company’s primary revenue stream is the sale of LNG or natural gas to its customers, which is presented as Operating revenue in the condensed consolidated statements of operations and comprehensive loss. Natural gas or LNG is delivered either by pipeline into the customer’s power generation facilities or in containers delivered by truck to customer sites, respectively. Revenues from sales delivered by pipeline to a power generation facility are recognized over time under the output method, as the customer takes control of the natural gas. Revenues from sales delivered by truck are recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, either when the containers are shipped or delivered to the customers’ storage facilities, depending on the terms of the contract. Because the nature, timing and uncertainty of revenues and cash flows are substantially the same under both modes of delivery, the Company has presented Operating revenue on an aggregated basis. The Company has concluded that variable consideration included in these agreements meets the exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct unit of LNG or natural gas delivered and recognized when that distinct unit of LNG or natural gas is delivered to the customer. The Company’s contracts with customers to supply natural gas or LNG may contain a lease of equipment. The Company allocates consideration received from customers between lease and non-lease components based on the relative fair value of each component. The fair value of the lease component is estimated based on the market value of the same or similar equipment leased to the customer. The Company estimates the fair value of the non-lease component by forecasting volumes and pricing of gas to be delivered to the customer over the lease term. The leases of certain facilities and equipment to customers are accounted for as direct financing or operating leases. Direct financing leases, net represents the minimum lease payments due, net of unearned revenue. The lease payments are segregated into principal and interest components similar to a loan. Unearned revenue is recognized on an effective interest method over the lease term and included in Other revenue in the condensed consolidated statements of operations and comprehensive loss. The principal components of the lease payment are reflected as a reduction to the net investment in the finance lease. For the Company’s operating leases, the amount allocated to the leasing component is recognized over the lease term as Other revenue in the condensed consolidated statements of operations and comprehensive loss. In addition to the revenue recognized from the leasing components of agreements with customers, Other revenue includes revenue recognized from the construction and installation of equipment to transform customers’ facilities to operate utilizing natural gas or to allow customers to receive power or other outputs from our power generation facilities. Revenue for these construction services is recognized over time as the Company transfers control of the asset to the customer, unless the customer is not able to obtain control over the asset under construction until such services are completed, in which case, revenue is recognized when the services are completed and the customer has control of the infrastructure. Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over the term of the financing as Other revenue. Shipping and handling costs are not considered to be separate performance obligations. These costs are expensed in the period in which they are incurred and presented within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. All such shipping and handling activities are performed prior to the customer obtaining control of the LNG or natural gas. The Company collects sales taxes from its customers on sales of taxable products and remits such collections to the appropriate taxing authority. The Company has elected to present sales tax collections in the condensed consolidated statements of operations and comprehensive loss on a net basis and, accordingly, such taxes are excluded from reported revenues. The Company elected the practical expedient under which the Company does not adjust consideration for the effects of a significant financing component for those contracts where the Company expects at contract inception that the period between transferring goods to the customer and receiving payment from the customer will be one year or less. (f) Share-based compensation In connection with the IPO, the Company adopted the New Fortress Energy LLC 2019 Omnibus Incentive Plan (the “Incentive Plan”), effective as of February 4, 2019. Under the Incentive Plan, the Company may issue options, stock appreciation rights, restricted shares, restricted stock units (“RSUs”), share bonuses or other share-based awards to selected officers, employees, non-employee directors and select non-employees of NFE or its affiliates. The Company accounts for share-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Equity (g) Income taxes In conjunction with the closing of the Company’s IPO, New Fortress Energy Holdings contributed all of its interests in consolidated subsidiaries that comprised substantially all of its historical operations to NFI in exchange for NFI LLC Units. NFE has elected to be taxed as a corporation and is subject to U.S. federal and state income taxes. The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. (h) Net loss per share Basic EPS is computed by dividing net loss attributable to Class A shares by the weighted average number of Class A shares outstanding during the period following the reorganization. Class B shares represent non-economic interests in the Company and, as such, earnings are not allocated to Class B shares. Diluted EPS reflects potential dilution and is computed by dividing net loss attributable to Class A shares by the weighted average number of Class A shares outstanding during the period following the reorganization increased by the number of additional Class A shares that would have been outstanding, including NFI LLC Units convertible into Class A shares and unvested RSUs. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable. Refer to “Note 18. Earnings per share” for additional information. Please refer to “Note 2. Significant accounting policies,” to our consolidated financial statements from our Annual Report on Form 10-K for the discussion of our significant accounting policies. |
Adoption of new and revised sta
Adoption of new and revised standards | 9 Months Ended |
Sep. 30, 2019 | |
Adoption of new and revised standards [Abstract] | |
Adoption of new and revised standards | 3. Adoption of new and revised standards As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. (a) New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2019: In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Disclosure Framework – Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (b) New and amended standards adopted by the Company: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows Restricted Cash In February 2018, the FASB issued ASU 2018-02, Income Statement: Reporting Comprehensive Income In September 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation Improvements to Non-employee Share-Based Payment Accounting |
Revenue from contracts with cus
Revenue from contracts with customers | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from contracts with customers [Abstract] | |
Revenue from contracts with customers | 4. Revenue from contracts with customers Revenue recognized in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2019 and any associated balances on the condensed consolidated balance sheet as of September 30, 2019 prepared under ASC 606 did not differ materially from what would have been presented under the previous revenue standard. As such, no comparison for the results of operations for the three and nine months ended September 30, 2019 and the financial position as of September 30, 2019 under ASC 606 and ASC 605 has been presented. Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. Receivables related to revenue from contracts with customers totaled $23,724 as of September 30, 2019 and were included in “Receivables, net” on the condensed consolidated balance sheets, net of the allowance for doubtful accounts. Other items included in Receivables, net not related to revenue from contracts with customers represent receivables associated with leases which are accounted for outside the scope of ASC 606. During the nine month period ended September 30, 2019, the Company recognized a contract liability of $8,956. The contract liability balance is comprised of unconditional payments due under the contract with a customer prior to the Company’s satisfaction of the related performance obligations. The performance obligations are expected to be recognized during the next 12 months, and the contract liability is classified within Other current liabilities on the condensed consolidated balance sheets. During the nine month period ended September 30, 2019, the Company recognized a contract asset of $10,107. The contract asset is comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods, and $110 is presented within Other current assets and $9,997 is presented within Other non-current assets based on the timing of the expected billing to the customer. Contract assets or liabilities have not been previously recognized, and as such, there are no other changes to contract balances within the current period. The Company began to recognize revenue for construction services during the nine months ended September 30, 2019 within Other revenue in the condensed consolidated statements of operations and comprehensive loss. Construction revenue totaled $10,195 and $14,103 for the three and nine months ended September 30, 2019, respectively. Costs recognized within Cost of sales associated with construction services were $8,974 and $12,527 for the three and nine months ended September 30, 2019, respectively Transaction price allocated to remaining performance obligations Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to disclose any transaction price allocated to unfulfilled performance obligations related to these contracts. The Company has arrangements in which LNG or natural gas is sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery of them. The price under these agreements is based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements is $3,141,216 as of September 30, 2019, representing the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder 2019 $ 46,977 2020 178,027 2021 169,877 2022 168,366 2023 167,635 Thereafter 2,410,334 Total $ 3,141,216 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606 under which the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the fluctuating market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG or natural gas. As each unit of LNG or natural gas represents a separate performance obligation, future volumes are wholly unsatisfied. During the nine month period ended September 30, 2019, the Company began to incur costs to fulfill a contract with a significant customer. These costs primarily consist of expenses required to enhance resources to deliver under the agreement with the customer. Such costs are capitalized as incurred within Other non-current assets on the condensed consolidated balance sheets. As of September 30, 2019, the Company has capitalized $6,991, and these costs will be recognized over the expected customer life, beginning when the Company begins to deliver under the contract. |
Fair value
Fair value | 9 Months Ended |
Sep. 30, 2019 | |
Fair value [Abstract] | |
Fair value | 5. Fair value Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach – uses valuation techniques, such as discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach – based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of September 30, 2019: September 30, 2019 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 178,187 $ ― $ ― $ 178,187 Market approach Restricted cash 65,871 ― ― 65,871 Market approach Investment in equity securities 1,529 ― ― 1,529 Market approach Total $ 245,587 $ ― $ ― $ 245,587 Liabilities Derivative liability(1) $ ― $ ― $ 9,729 $ 9,729 Income approach Equity agreement(2) ― ― 16,904 16,904 Income approach Total $ ― $ ― $ 26,633 $ 26,633 (1) Consideration due to the sellers of Shannon LNG (as defined in “Note 11. Intangible Assets” below) once first gas is supplied from the terminal to be built. (2) To be paid in shares at the earlier of agreed-upon date in 2020 or the commencement of significant construction activities specified in the Shannon LNG Agreement. The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of December 31, 2018: December 31, 2018 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 78,301 $ ― $ ― $ 78,301 Market approach Restricted cash 22,552 ― ― 22,552 Market approach Investment in equity securities 3,656 ― ― 3,656 Market approach Total $ 104,509 $ ― $ ― $ 104,509 Liabilities Derivative liability $ ― $ ― $ 9,835 $ 9,835 Income approach Equity agreement ― 16,924 16,924 Income approach Total $ ― $ ― $ 26,759 $ 26,759 The Company estimates fair value of the derivative liability and equity agreement using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent event occurring. The Company recorded a total loss from fair value adjustment on the derivative liability and equity agreement of $1,144 and $988 within Other expense, net in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2019, respectively. During the three and nine months ended September 30, 2019, the Company had no settlements of the equity agreement or derivative liability or any transfers in or out of Level 3 in the fair value hierarchy. The Company estimates fair value of outstanding debt using a discounted cash flow method based on current market interest rates for debt issuances with similar remaining years to maturity and adjusted for credit risk. The Company has estimated that the carrying value each of the New Term Loan Facility, Senior Secured Bonds, and Senior Unsecured Bonds (all defined below in “Note 15. Debt”) approximate fair value. The fair value estimate is classified as Level 3 in the fair value hierarchy. |
Restricted cash
Restricted cash | 9 Months Ended |
Sep. 30, 2019 | |
Restricted cash [Abstract] | |
Restricted cash | 6. Restricted cash As of September 30, 2019 and December 31, 2018, restricted cash consisted of the following: September 30, 2019 December 31, 2018 Collateral for performance under customer agreements $ 15,141 $ 15,095 Collateral for LNG purchases 35,000 927 Collateral for letters of credit and performance bonds 7,140 6,238 Debt service reserve account 8,299 ― Other restricted cash 291 292 Total restricted cash $ 65,871 $ 22,552 Current restricted cash $ 22,011 $ 30 Non-current restricted cash 43,860 22,522 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2019 | |
Inventory [Abstract] | |
Inventory | 7. Inventory As of September 30, 2019 and December 31, 2018, inventory consisted of the following: September 30, 2019 December 31, 2018 LNG and natural gas inventory $ 27,879 $ 15,611 Materials, supplies and other 746 348 Total $ 28,625 $ 15,959 Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the condensed consolidated statements of operations and comprehensive loss, and the Company recorded an adjustment to the value of inventory of $251 during both the three and nine months ended September 30, 2019. No adjustments were recorded during the three and nine months ended September 30, 2018. |
Investment in equity securities
Investment in equity securities | 9 Months Ended |
Sep. 30, 2019 | |
Investment in equity securities [Abstract] | |
Investment in equity securities | 8. Investment in equity securities The Company has invested in equity securities of an international oil and gas drilling contractor. The following tables present the number of shares, cost and fair value of the investment: September 30, 2019 Number of Shares Cost Fair value (in thousands of U.S. dollars except shares) Investment in equity securities(1) 295,256 $ 3,667 $ 1,529 December 31, 2018 Number of Shares Cost Fair value (in thousands of U.S. dollars except shares) Investment in equity securities 1,476,280 $ 3,667 $ 3,656 (1) During the nine months ended September 30, 2019, the investee effected a 5-for-1 reverse stock split. The movement of the equity investment during the nine months ended September 30, 2019 is summarized below: September 30, 2019 Beginning of period $ 3,656 Unrealized gain/(loss) (2,127 ) End of period $ 1,529 The unrealized loss of $1,325 and $2,127 for the three and nine months ended September 30, 2019, respectively is included within Other expense, net in the condensed consolidated statements of operations and comprehensive loss. |
Construction in progress
Construction in progress | 9 Months Ended |
Sep. 30, 2019 | |
Construction in Progress [Abstract] | |
Construction in progress | 9. Construction in progress The Company’s construction in progress activity during the nine months ended September 30, 2019 is detailed below: September 30, 2019 Balance at beginning of period $ 254,700 Additions 241,550 Transferred to property, plant and equipment, net (Note 10) (101,734 ) Balance at end of period $ 394,516 Interest expense of $7,269 and $236 was capitalized for the three months ended September 30, 2019 and 2018, respectively, inclusive of amortized debt issuance costs disclosed in “Note 15. Debt.” Interest expense of $16,380 and $236 was capitalized for the nine months ended September 30, 2019 and 2018, respectively, inclusive of amortized debt issuance costs disclosed in “Note 15. Debt.” |
Property, plant and equipment,
Property, plant and equipment, net | 9 Months Ended |
Sep. 30, 2019 | |
Property, plant and equipment, net [Abstract] | |
Property, plant and equipment, net | 10. Property, plant and equipment, net As of September 30, 2019 and December 31, 2018 the Company’s property, plant and equipment, net consisted of the following: September 30, 2019 December 31, 2018 LNG liquefaction facilities $ 67,532 $ 65,631 Gas terminals 52,132 ― Gas pipelines 11,370 ― ISO containers and other equipment 50,532 15,873 Land 16,537 12,779 Leasehold improvements 8,054 7,229 Vehicles 1,329 1,178 Computer equipment 880 741 Accumulated depreciation (14,789 ) (9,391 ) Total property, plant and equipment, net $ 193,577 $ 94,040 Depreciation for the three months ended September 30, 2019 and 2018 totaled $1,837 and $1,009, respectively, of which $161 and $179 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. Depreciation for the nine months ended September 30, 2019 and 2018 totaled $5,400 and $2,776, respectively, of which $466 and $518 is respectively included within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. |
Intangible assets
Intangible assets | 9 Months Ended |
Sep. 30, 2019 | |
Intangible assets [Abstract] | |
Intangible assets | 11. Intangible assets On November 9, 2018, the Company entered into an agreement to acquire the entire issued share capital of Shannon LNG Limited and Shannon LNG Energy Limited (together, “Shannon LNG”). Shannon LNG was previously formed to construct and operate a terminal, pipeline and related infrastructure in order to deliver natural gas to downstream customers in Ireland. In connection with the acquisition, the Company recognized intangible assets related to favorable lease agreements and permits. The following table summarizes the composition of intangible assets as of September 30, 2019 and December 31, 2018: September 30, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life Shannon LNG leases and permits $ 41,624 $ 931 $ 40,693 40 to 91 Total intangible assets $ 41,624 $ 931 $ 40,693 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life Shannon LNG leases and permits $ 43,191 $ 134 $ 43,057 40 to 91 Total intangible assets $ 43,191 $ 134 $ 43,057 As of September 30, 2019, the weighted-average remaining amortization periods for the intangible assets is 39.38 years. Amortization for the three and nine months ended September 30, 2019 totaled $254 and $797, respectively. |
Finance leases, net
Finance leases, net | 9 Months Ended |
Sep. 30, 2019 | |
Finance leases, net [Abstract] | |
Finance leases, net | 12. Finance leases, net The Company placed its storage and regasification LNG terminal in Montego Bay, Jamaica into service on October 30, 2016, which has been accounted for as a direct finance lease. In addition, the Company has also entered into other arrangements to lease equipment to customers which are accounted for as direct finance leases. The components of the direct finance leases as of September 30, 2019 and December 31, 2018 are as follows: September 30, 2019 December 31, 2018 Finance leases $ 294,922 $ 306,832 Unearned income (202,430 ) (213,682 ) Total finance leases, net $ 92,492 $ 93,150 Current portion $ 1,045 $ 943 Non-current 91,447 92,207 Receivables related to the Company’s direct finance leases are primarily with a public utility that generates consistent cash flow. Therefore, the Company does not expect a material impact to the results of operations or financial position due to nonperformance from such counterparty. |
Other non-current assets
Other non-current assets | 9 Months Ended |
Sep. 30, 2019 | |
Other non-current assets [Abstract] | |
Other non-current assets | 13. Other non-current assets As of September 30, 2019 and December 31, 2018, other non-current assets consisted of the following: September 30, 2019 December 31, 2018 Port access rights $ 11,977 $ 12,671 Initial lease costs 9,753 9,200 Nonrefundable deposit 16,445 10,810 Upfront payments to customers 6,267 ― Contract asset (Note 4) 9,997 ― Cost to fulfill (Note 4) 6,991 ― Other 3,865 2,574 Total other non-current assets $ 65,295 $ 35,255 Port access rights related to the Company’s port lease in Baja California Sur, Mexico, represent capitalized initial direct costs of entering the lease and are amortized straight-line over the lease term as additional rent expense. Initial lease costs represent capitalized payments made to previous lessees to secure the Company’s port lease in San Juan, Puerto Rico, and are also amortized straight-line over the lease term. Nonrefundable deposits are primarily related to deposits for planned land purchases in Pennsylvania and Ireland. Upfront payments to customers consist of amounts the Company has paid in relation to two natural gas sales contracts with customers. Under these agreements, the Company has made payments of $5,000 and is obligated to make an additional payment of $1,350 to the customers in order to construct fuel-delivery infrastructure that the customers will own. |
Accrued liabilities
Accrued liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Accrued liabilities [Abstract] | |
Accrued liabilities | 14. Accrued liabilities As of September 30, 2019 and December 31, 2018 accrued liabilities consisted of the following: September 30, 2019 December 31, 2018 Accrued construction costs $ 24,865 $ 41,343 Accrued IPO costs ― 5,296 Accrued bonuses 9,896 12,582 Other accrued expenses 16,035 8,291 Total $ 50,796 $ 67,512 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt [Abstract] | |
Debt | 15. Debt As of September 30, 2019 and December 31, 2018, debt consisted of the following: September 30, 2019 December 31, 2018 New Term Loan Facility, due December 2019 $ 492,762 $ 272,192 Senior Secured Bonds, due September 2034 70,914 ― Senior Unsecured Bonds, due September 2036 42,250 ― Total debt $ 605,926 $ 272,192 Current portion of debt $ 492,762 $ 272,192 Non-current portion of debt 113,164 ― New Term Loan Facility On August 16, 2018, the Company entered into a Term Loan Facility (the “Term Loan Facility”). On December 31, 2018, the Company amended its previous Term Loan Facility to borrow up to an aggregate principal amount of $500,000 (the “New Term Loan Facility”) from a syndicate of two lenders. The Company initially borrowed $280,000 under the New Term Loan Facility. On March 21, 2019, the Company drew an additional $220,000 under the New Term Loan Facility, bringing the Company’s total outstanding borrowings to $500,000 under the New Term Loan Facility. All borrowings under the New Term Loan Facility bear interest at a rate selected by the Company of either (i) the LIBOR divided by one minus the applicable reserve requirement plus a spread of 4.0% or (ii) subject to a floor of 1.0%, a Base Rate equal to the higher of (a) the Prime Rate, (b) the Federal Funds Rate plus 1⁄2 of 1.0% or (c) the 1-month LIBOR rate plus 1.0% plus a spread of 3.0%. The New Term Loan Facility is set to mature on December 31, 2019 and is repayable in quarterly installments of $1,250, with a balloon payment due at maturity. The Company has the option to extend the maturity date for two additional six-month periods; upon the exercise of each extension option, the spread on LIBOR and Base Rate increases by 0.5%. To exercise the extension option, the Company must pay a fee equal to 1.0% of the outstanding principal balance at the time of the exercise of the option. The New Term Loan Facility is secured by mortgages on certain properties owned by the Company’s subsidiaries, in addition to other collateral. The New Term Loan Facility was amended in the third quarter of 2019 to allow certain properties of a consolidated subsidiary to secure the South Power Senior Secured Bonds (defined below). The Company is required to comply with certain financial covenants and other restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. The New Term Loan Facility also provides for customary events of default, prepayment and cure provisions. The Company paid $4,400 of additional fees in connection with the $220,000 draw on the New Term Loan Facility. These fees were capitalized as a reduction to the New Term Loan Facility on the condensed consolidated balance sheets. The total unamortized deferred financing costs as of September 30, 2019 was $3,488. South Power Bonds On September 2, 2019, NFE South Power Holdings Limited (“South Power”), a consolidated subsidiary of the Company, entered into a facility for the issuance of secured and unsecured bonds (the “Senior Secured Bonds” and “Senior Unsecured Bonds”, respectively) and subsequently issued $73,317 and $43,683 in Senior Secured Bonds and Senior Unsecured Bonds, respectively. The Senior Secured Bonds are secured by the dual-fired combined heat and power facility in Clarendon, Jamaica (the “CHP Plant”) that is currently under construction and related receivables and assets, and the proceeds will be used to fund the completion of the CHP Plant and to reimburse shareholder advances. Upon completion of construction of the CHP Plant, which is currently expected in the fourth quarter of 2019, and the satisfaction of certain related conditions, South Power has the ability to issue an additional $63,000 in Senior Secured Bonds. The Senior Secured Bonds bear interest at an annual fixed rate of 8.25% and will mature 15 years from the closing date of each tranche. No principal payments will be due for the first seven years. After seven years, quarterly principal payments of approximately 1.6% of the original principal amount will be due, with a 50% balloon payment due upon maturity. Interest payments on outstanding principal balances will be due quarterly. The Senior Unsecured Bonds will bear interest at an annual fixed rate of 11.00% and will mature 17 years from the closing date. No principal payments will be due until 2028. Beginning in 2028, principal payments will be due quarterly on an escalating schedule. Interest payments on outstanding principal balances will be due quarterly. South Power will be required to comply with certain financial covenants as well as customary affirmative and negative covenants, including limitations on incurring additional indebtedness. The facility also provides for customary events of default, prepayment and cure provisions. The Company paid approximately $3,859 of fees in connection with the issuance of Senior Secured Bonds and Senior Unsecured Bonds. These fees were capitalized on a pro-rata basis as a reduction of the Senior Secured Bonds and Senior Unsecured Bonds on the condensed consolidated balance sheets. The total unamortized deferred financing costs as of September 30, 2019 was $3,836. Interest expense Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the three and nine months ended September 30, 2019 and 2018 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest costs: Interest per contractual rates $ 8,731 $ 2,315 $ 22,094 $ 5,181 Amortization of debt issuance costs 3,512 1,104 8,743 1,444 Total interest costs 12,243 3,419 30,837 6,625 Capitalized interest 7,269 236 16,380 236 Total interest expense $ 4,974 $ 3,183 $ 14,457 $ 6,389 Under the terms of the facility, South Power is required to maintain a Debt Service Reserve Account (as defined in the facility) in the amount of $8,299. Such amount is included as a component of Restricted cash on the Company’s condensed consolidated balance sheets (see Note 6). |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income taxes [Abstract] | |
Income taxes | 16. Income taxes In connection with the IPO, NFE contributed the net proceeds from the IPO to NFI in exchange for NFI LLC Units, and NFE became the managing member of NFI. NFI is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income tax purposes. As a partnership, NFI is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by NFI is passed through to and included in the taxable income or loss of its members, including NFE, on a pro rata basis, subject to applicable tax regulations. NFE is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of NFI. Additionally, NFI and its subsidiaries are subject to income taxes in the various foreign jurisdictions in which they operate. In connection with the IPO, NFE recorded a deferred tax asset related to the differential between its outside basis in its investment in NFI and NFE’s share of the basis of the assets of NFI, which was $44,473 at February 4, 2019. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. As of September 30, 2019, the Company concluded, based on the weight of all available positive and negative evidence, those deferred tax assets recorded as part of the IPO are not more likely than not to be realized and accordingly, a full valuation allowance has been recorded on this deferred tax asset as of September 30, 2019. Jamaica NFI’s subsidiaries incorporated in Jamaica are subject to income tax which is computed at 25% of the relevant subsidiaries’ results for the year, adjusted for tax purposes. Bermuda NFI has subsidiaries incorporated in Bermuda. Under current Bermuda law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The Company has received an undertaking from the Bermuda government that, in the event of income or capital gain taxes being imposed, it will be exempted from such taxes until 2035. Ireland NFI acquired Shannon LNG on November 9, 2018. The Shannon LNG entities are incorporated in Ireland and had net operating loss carryforwards of approximately $41,416 through December 31, 2018. These losses were evaluated to determine if any would be subject to a limitation resulting from the acquisition. The Company concluded, based on the weight of all available positive and negative evidence, those deferred tax assets relating to the net operating loss carryforwards are not more likely than not to be realized and accordingly, a full valuation allowance has been recorded on these deferred tax assets as of September 30, 2019. Puerto Rico NFI has subsidiaries incorporated in Puerto Rico that are treated as controlled foreign corporations for U.S. federal income tax purposes. These entities have been in a cumulative loss position since inception, and a full valuation allowance has been recorded against the deferred tax assets related to those losses as of September 30, 2019. Total Operations The effective tax rate for the three and nine months ended September 30, 2019 was 0.12% and (0.20)% respectively, compared to (2.29)% and (0.93)% for the three and nine months ended September 30, 2018, respectively. The total tax expense/(benefit) for the three and nine months ended September 30, 2019 was $(64) and $337, compared to $306 and $399 for the three and nine months ended September 30, 2018. The Company has not recorded a liability for uncertain tax positions as of September 30, 2019. The Company remains subject to periodic audits and reviews by the taxing authorities, and NFE’s returns since its formation remain open for examination. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and contingencies [Abstract] | |
Commitments and contingencies | 17. Commitments and contingencies Contingencies During 2017, the Company paid $1,204 of tangible personal property tax levied in the State of Florida with respect to the Company’s LNG plant in Hialeah, Florida and subsequently initiated legal proceedings to challenge the tax amount for a full or partial rebate. The Company successfully challenged the tax amount and received a full rebate. The State of Florida has appealed the determination and the Company repaid the rebate amount in order to avoid penalties and charges while the appeal is under consideration. Additionally, in 2018, the Company paid $1,033 of tangible personal property taxes to the State of Florida with respect to the same LNG plant. The Company initiated legal proceedings to challenge the tax amount for a partial rebate and received a rebate of approximately $140. The State of Florida has appealed the determination, and the Company repaid the rebate amount to avoid penalties and charges while the appeal is under consideration. As of the date at which these condensed consolidated financial statements were issued, the appeals have not been concluded. Should the State of Florida lose the appeals the Company expects a refund which will be recognized as a gain contingency in earnings when the cash is received. |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per share [Abstract] | |
Earnings per share | 18. Earnings per share Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Numerator: Net loss $ (54,424 ) $ (165,949 ) Less: net loss attributable to non-controlling interests 47,701 139,483 Net loss attributable to Class A shares $ (6,723 ) $ (26,466 ) Denominator: Weighted-average shares – basic and diluted 22,692,104 19,689,568 Net loss per share – basic and diluted $ (0.30 ) $ (1.34 ) In connection with the IPO, New Fortress Energy Holdings, the Company’s predecessor, effected a one-for-2.16 stock split of its issued and outstanding common shares, resulting in 147,058,824 common shares. Upon the reorganization, New Fortress Energy Holdings obtained the same number of Class B shares in NFE. Class B shares do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per share for Class B shares under the two-class method has not been presented. The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because its effects would have been anti-dilutive. September 30, 2019 Unvested RSUs(1) 3,875,081 Class B shares(2) 145,057,375 Shannon Equity Agreement shares(3) 932,914 Total 149,865,370 (1) Represents the number of instruments outstanding at the end of the period. (2) Class B shares at the end of the period are considered potentially dilutive Class A shares. (3) Class A shares that would be issued in relation to the Shannon LNG Equity agreement. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based compensation [Abstract] | |
Share-based compensation | 19. Share-based compensation During the nine months ended September 30, 2019, the Company granted RSUs to select officers, employees, non-employee members of the board of directors, and select non-employees under the Incentive Plan. The Company estimates the fair value of RSUs on the grant date based on the closing price of the underlying shares on the grant date and other fair value adjustments to account for a post-vesting holding period. These fair value adjustments were estimated based on the Finnerty model. The following table summarizes the RSU activity for the nine months ended September 30, 2019: Restricted Stock Units Weighted- average grant date fair value per share Non-vested RSUs as of December 31, 2018 ― $ ― Granted 5,404,823 13.48 Vested and shares issued (1,284,383 ) 13.53 Forfeited (245,359 ) 13.51 Non-vested RSUs as of September 30, 2019 3,875,081 $ 13.46 During the nine months ended September 30, 2019, the Company recognized a compensation expense of $36,075 of which $35,483 and $592 are recorded in Selling, general and administrative and Operations and maintenance, respectively. During the three months ended September 30, 2019, the Company recognized a compensation expense of $8,067, of which $7,804 and $263 are recorded in Selling, general and administrative and Operations and maintenance, respectively. The Company recognizes the income tax benefits resulting from vesting of RSUs in the period they vest, to the extent the compensation expense has been recognized. For the nine months ended September 30, 2019, cumulative compensation expense recognized for forfeited awards of $249 was reversed. As of September 30, 2019, the Company had 3,875,081 non-vested RSUs subject to service conditions and therefore had unrecognized compensation costs of approximately $33,419. The non-vested RSUs will vest over a period from ten months to three years following the grant date. The weighted-average remaining vesting period of non-vested RSUs totaled 1.27 years as of September 30, 2019. |
Leases, as lessee
Leases, as lessee | 9 Months Ended |
Sep. 30, 2019 | |
Leases, as lessee [Abstract] | |
Leases, as lessee | 20. Leases, as lessee During the three months ended September 30, 2019 and 2018, the Company recognized rental expense for all operating leases of $10,947 and $5,536, respectively. During the nine months ended September 30, 2019 and 2018, the Company recognized rental expense for all operating leases of $28,323 and $16,831, respectively. These operating leases were related primarily to LNG vessel time charters, office space, a land site lease and marine port berth leases as detailed in the table below. Lease Term Rent Escalation Land site lease(1) 5 year initial term; 5 year renewal option 2.5% per annum Marine port berth lease 10 year initial term; annual renewal option for up to 10 years 15% after year 5 Marine port berth lease 20 year initial term; no renewal option No escalation Marine port berth lease 25 year initial term; 20 year renewal option No escalation LNG vessel time charter 24 month initial term; 3 month renewal option No escalation LNG vessel time charter 7 year initial term; no renewal option 2% per annum after year 3 LNG vessel time charter 15 year initial term; non-cancellable for the first 3 years; 5 year renewal option No escalation LNG vessel time charter 3 year initial term; no renewal option No escalation Office space lease 7 year initial term; two 5-year renewal options 3% per annum Office space lease 1 year renewal option 5% per annum (1) Refer to “Note 21. Related party transactions” for additional detail. |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related party transactions [Abstract] | |
Related party transactions | 21. Related party transactions Management and administrative services In the ordinary course of business, Fortress Investment Group LLC (“Fortress”), through affiliated entities, has historically charged the Company for administrative and general expenses incurred pursuant to its Management Services Agreement (“Management Agreement”). Upon completion of the IPO, the Management Agreement was terminated and replaced by an Administrative Services Agreement (“Administrative Agreement”) to charge the Company for similar administrative and general expenses. The charges under the Management Agreement and Administrative Agreement that are attributable to the Company totaled $1,952 and $1,004 for the three months ended September 30, 2019 and 2018, respectively and $6,472 and $2,235 for the nine months ended September 30, 2019 and 2018, respectively. Costs associated with the Management Agreement and Administrative Agreement are included within Selling, general and administrative in the condensed consolidated statements of operations and comprehensive loss. In addition to management and administrative services, an affiliate of Fortress owns and leases an aircraft chartered by the Company for business purposes in the course of operations. The Company incurred, at aircraft operator market rates, charter costs of $1,306 and $314 for the three months ended September 30, 2019 and 2018, respectively and charter costs of $2,931 and $905 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019 and December 31, 2018, $7,045 and $3,579 were due to Fortress, respectively. Land and office lease The Company has historically leased land and office space from Florida East Coast Industries, LLC (“FECI”), an affiliate of the Company. In April 2019, FECI sold the office building to a non-affiliate, and as such, the lease of the office space is now no longer held with a related party. The expense for the land during the three months ended September 30, 2019 and 2018 totaled $76 and $71, respectively, which is included in Operations and maintenance. The expense for the period that the land and building was owned by a related party during the nine months ended September 30, 2019 and 2018 totaled $834 and $188, respectively, of which $386 and $0 was capitalized to Construction in progress, $223 and $0 related to the office lease and ancillary services is included in Selling, general and administrative, and $225 and $71 related to the land lease is included within Operations and maintenance, respectively in the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2019 and December 31, 2018, $0 and $597 were due to FECI, respectively. DevTech Investment In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”), to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10% interest in a consolidated subsidiary. The 10% interest is reflected as non-controlling interest in the Company’s condensed consolidated financial statements. DevTech also purchased 10% of a note payable due to an affiliate of the Company. As of September 30, 2019 and December 31, 2018, $1,073 and $755 was owed to DevTech on the note payable, respectively. The outstanding note payable due to DevTech is included in Other long-term liabilities on the condensed consolidated balance sheet as of September 30, 2019. For the three and nine months ended September 30, 2019, interest expense on the note payable due to DevTech was $25 and $71, respectively. As of September 30, 2019 and December 31, 2018, $665 and $365 was due from DevTech, respectively. Fortress affiliated entities Since 2017, the Company has provided certain administrative services to related parties including Fortress Energy Partners that is billed on a yearly basis. As of September 30, 2019 and December 31, 2018, $601 and $525 were due from affiliates, respectively. There are no costs incurred by the Company as it is fully reimbursed, and there is currently a receivable outstanding. Additionally, Fortress affiliated entities provide certain administrative services to the Company. As of September 30, 2019 and December 31, 2018, $811 and $305 were due to Fortress affiliates, respectively. Due to/from Affiliates The tables below summarizes the balances outstanding with affiliates at September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Amounts due to affiliates $ 7,856 $ 4,481 Amounts due from affiliates 1,266 890 |
Significant accounting polici_2
Significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Significant accounting policies [Abstract] | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The condensed consolidated financial statements were prepared in accordance with GAAP. The accompanying unaudited interim condensed consolidated financial statements contained herein reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned consolidated subsidiaries. The ownership interest of other investors in consolidated subsidiaries is recorded as a non-controlling interest. All significant intercompany transactions and balances have been eliminated on consolidation. On February 4, 2019, the Company completed an initial public offering (“IPO”) and a series of other transactions, in which the Company issued and sold 20,000,000 Class A shares at an IPO price of $14.00 per share. The Company’s Class A shares began trading on NASDAQ Global Select Market (“NASDAQ”) under the symbol “NFE” on January 31, 2019. Net proceeds from the IPO were $257.0 million, after deducting underwriting discounts and commissions and transaction costs. These proceeds were contributed to New Fortress Intermediate LLC (“NFI”), an entity formed in conjunction with the IPO, in exchange for 20,000,000 limited liability company units in NFI (“NFI LLC Units”). In addition, New Fortress Energy Holdings contributed all of its interests in consolidated subsidiaries that comprised substantially all of its historical operations to NFI in exchange for NFI LLC Units. In connection with the IPO, New Fortress Energy Holdings also received 147,058,824 Class B shares of the Company, which is equal to the number of NFI LLC Units held by New Fortress Energy Holdings immediately following the IPO. Immediately following the IPO, New Fortress Energy Holdings held a significant interest in NFE through its ownership of 147,058,824 Class B shares, representing a 88.0% voting and non-economic interest. New Fortress Energy Holdings also had an 88.0% economic interest in NFI through its ownership of 147,058,824 of NFI LLC Units. New Fortress Energy Holdings has been determined to be NFE’s predecessor for accounting purposes. On March 1, 2019, the underwriters of the IPO exercised their option to purchase an additional 837,272 Class A shares at the IPO price of $14.00 per share, less underwriting discounts, which resulted in $11.0 million in additional net proceeds after deducting $0.7 million of underwriting discounts and commissions, such that there are 20,837,272 outstanding Class A shares. In connection with the exercise of the underwriters’ option to purchase an additional 837,272 Class A shares, NFE contributed such additional net proceeds to NFI in exchange for 837,272 NFI LLC Units. As of September 30, 2019, NFE has 22,892,293 Class A Shares outstanding, and New Fortress Energy Holdings has an 86.4% economic interest in NFI through ownership of 145,057,375 NFI LLC Units and New Fortress Energy Holdings holds an 86.4% voting interest in NFE. NFE is a holding company whose sole material asset is a controlling equity interest in NFI. As the sole managing member of NFI, NFE operates and controls all of the business and affairs of NFI, and through NFI and its subsidiaries, conducts the Company’s historical business. The contribution of the assets of New Fortress Energy Holdings and net proceeds from the IPO to NFI was treated as a reorganization of entities under common control. As a result, NFE presented the condensed consolidated balances sheets and statements of operations and comprehensive loss of New Fortress Energy Holdings for all periods prior to the IPO. The Company’s financial statements also include a non-controlling interest related to the portion of NFI LLC Units not owned by NFE. Prior to the IPO, NFE had no operations and had no assets or liabilities. |
Use of estimates | (b) Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include relative fair value allocation between revenue and lease components of contracts with customers, total consideration and fair value of identifiable net assets related to acquisitions and fair value of equity awards granted to both employees and non-employees. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. |
Investment in equity securities | (c) Investment in equity securities The Company holds an investment in equity securities. The investment is carried at fair value with gains or losses recorded in earnings in Other expense, net in the condensed consolidated statements of operations and comprehensive loss. See “Note 8. Investment in equity securities” for more information. |
Legal and contingencies | (d) Legal and contingencies The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. The Company will recognize a loss contingency in the condensed consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until they are realized. |
Revenue recognition | (e) Revenue recognition The Company’s primary revenue stream is the sale of LNG or natural gas to its customers, which is presented as Operating revenue in the condensed consolidated statements of operations and comprehensive loss. Natural gas or LNG is delivered either by pipeline into the customer’s power generation facilities or in containers delivered by truck to customer sites, respectively. Revenues from sales delivered by pipeline to a power generation facility are recognized over time under the output method, as the customer takes control of the natural gas. Revenues from sales delivered by truck are recognized at the point in time at which physical possession and the risks and rewards of ownership transfer to the customer, either when the containers are shipped or delivered to the customers’ storage facilities, depending on the terms of the contract. Because the nature, timing and uncertainty of revenues and cash flows are substantially the same under both modes of delivery, the Company has presented Operating revenue on an aggregated basis. The Company has concluded that variable consideration included in these agreements meets the exception for allocating variable consideration. As such, the variable consideration for these contracts is allocated to each distinct unit of LNG or natural gas delivered and recognized when that distinct unit of LNG or natural gas is delivered to the customer. The Company’s contracts with customers to supply natural gas or LNG may contain a lease of equipment. The Company allocates consideration received from customers between lease and non-lease components based on the relative fair value of each component. The fair value of the lease component is estimated based on the market value of the same or similar equipment leased to the customer. The Company estimates the fair value of the non-lease component by forecasting volumes and pricing of gas to be delivered to the customer over the lease term. The leases of certain facilities and equipment to customers are accounted for as direct financing or operating leases. Direct financing leases, net represents the minimum lease payments due, net of unearned revenue. The lease payments are segregated into principal and interest components similar to a loan. Unearned revenue is recognized on an effective interest method over the lease term and included in Other revenue in the condensed consolidated statements of operations and comprehensive loss. The principal components of the lease payment are reflected as a reduction to the net investment in the finance lease. For the Company’s operating leases, the amount allocated to the leasing component is recognized over the lease term as Other revenue in the condensed consolidated statements of operations and comprehensive loss. In addition to the revenue recognized from the leasing components of agreements with customers, Other revenue includes revenue recognized from the construction and installation of equipment to transform customers’ facilities to operate utilizing natural gas or to allow customers to receive power or other outputs from our power generation facilities. Revenue for these construction services is recognized over time as the Company transfers control of the asset to the customer, unless the customer is not able to obtain control over the asset under construction until such services are completed, in which case, revenue is recognized when the services are completed and the customer has control of the infrastructure. Such agreements may also include a significant financing component, and the Company recognizes revenue for the interest income component over the term of the financing as Other revenue. Shipping and handling costs are not considered to be separate performance obligations. These costs are expensed in the period in which they are incurred and presented within Cost of sales in the condensed consolidated statements of operations and comprehensive loss. All such shipping and handling activities are performed prior to the customer obtaining control of the LNG or natural gas. The Company collects sales taxes from its customers on sales of taxable products and remits such collections to the appropriate taxing authority. The Company has elected to present sales tax collections in the condensed consolidated statements of operations and comprehensive loss on a net basis and, accordingly, such taxes are excluded from reported revenues. The Company elected the practical expedient under which the Company does not adjust consideration for the effects of a significant financing component for those contracts where the Company expects at contract inception that the period between transferring goods to the customer and receiving payment from the customer will be one year or less. |
Share-based compensation | (f) Share-based compensation In connection with the IPO, the Company adopted the New Fortress Energy LLC 2019 Omnibus Incentive Plan (the “Incentive Plan”), effective as of February 4, 2019. Under the Incentive Plan, the Company may issue options, stock appreciation rights, restricted shares, restricted stock units (“RSUs”), share bonuses or other share-based awards to selected officers, employees, non-employee directors and select non-employees of NFE or its affiliates. The Company accounts for share-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Equity |
Income taxes | (g) Income taxes In conjunction with the closing of the Company’s IPO, New Fortress Energy Holdings contributed all of its interests in consolidated subsidiaries that comprised substantially all of its historical operations to NFI in exchange for NFI LLC Units. NFE has elected to be taxed as a corporation and is subject to U.S. federal and state income taxes. The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. |
Net loss per share | (h) Net loss per share Basic EPS is computed by dividing net loss attributable to Class A shares by the weighted average number of Class A shares outstanding during the period following the reorganization. Class B shares represent non-economic interests in the Company and, as such, earnings are not allocated to Class B shares. Diluted EPS reflects potential dilution and is computed by dividing net loss attributable to Class A shares by the weighted average number of Class A shares outstanding during the period following the reorganization increased by the number of additional Class A shares that would have been outstanding, including NFI LLC Units convertible into Class A shares and unvested RSUs. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable. Refer to “Note 18. Earnings per share” for additional information. Please refer to “Note 2. Significant accounting policies,” to our consolidated financial statements from our Annual Report on Form 10-K for the discussion of our significant accounting policies. |
Revenue from contracts with c_2
Revenue from contracts with customers (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from contracts with customers [Abstract] | |
Remaining Performance Obligation | The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder 2019 $ 46,977 2020 178,027 2021 169,877 2022 168,366 2023 167,635 Thereafter 2,410,334 Total $ 3,141,216 |
Fair value (Tables)
Fair value (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair value [Abstract] | |
Financial Assets and Financial Liabilities | The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of September 30, 2019: September 30, 2019 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 178,187 $ ― $ ― $ 178,187 Market approach Restricted cash 65,871 ― ― 65,871 Market approach Investment in equity securities 1,529 ― ― 1,529 Market approach Total $ 245,587 $ ― $ ― $ 245,587 Liabilities Derivative liability(1) $ ― $ ― $ 9,729 $ 9,729 Income approach Equity agreement(2) ― ― 16,904 16,904 Income approach Total $ ― $ ― $ 26,633 $ 26,633 (1) Consideration due to the sellers of Shannon LNG (as defined in “Note 11. Intangible Assets” below) once first gas is supplied from the terminal to be built. (2) To be paid in shares at the earlier of agreed-upon date in 2020 or the commencement of significant construction activities specified in the Shannon LNG Agreement. The following table presents the Company’s financial assets and financial liabilities that are measured at fair value as of December 31, 2018: December 31, 2018 Level 1 Level 2 Level 3 Total Valuation technique Assets Cash and cash equivalents $ 78,301 $ ― $ ― $ 78,301 Market approach Restricted cash 22,552 ― ― 22,552 Market approach Investment in equity securities 3,656 ― ― 3,656 Market approach Total $ 104,509 $ ― $ ― $ 104,509 Liabilities Derivative liability $ ― $ ― $ 9,835 $ 9,835 Income approach Equity agreement ― 16,924 16,924 Income approach Total $ ― $ ― $ 26,759 $ 26,759 |
Restricted cash (Tables)
Restricted cash (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restricted cash [Abstract] | |
Restricted Cash | As of September 30, 2019 and December 31, 2018, restricted cash consisted of the following: September 30, 2019 December 31, 2018 Collateral for performance under customer agreements $ 15,141 $ 15,095 Collateral for LNG purchases 35,000 927 Collateral for letters of credit and performance bonds 7,140 6,238 Debt service reserve account 8,299 ― Other restricted cash 291 292 Total restricted cash $ 65,871 $ 22,552 Current restricted cash $ 22,011 $ 30 Non-current restricted cash 43,860 22,522 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory [Abstract] | |
Inventory | As of September 30, 2019 and December 31, 2018, inventory consisted of the following: September 30, 2019 December 31, 2018 LNG and natural gas inventory $ 27,879 $ 15,611 Materials, supplies and other 746 348 Total $ 28,625 $ 15,959 |
Investment in equity securiti_2
Investment in equity securities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investment in equity securities [Abstract] | |
Number of Shares, Cost and Fair Value of Investment | The Company has invested in equity securities of an international oil and gas drilling contractor. The following tables present the number of shares, cost and fair value of the investment: September 30, 2019 Number of Shares Cost Fair value (in thousands of U.S. dollars except shares) Investment in equity securities(1) 295,256 $ 3,667 $ 1,529 December 31, 2018 Number of Shares Cost Fair value (in thousands of U.S. dollars except shares) Investment in equity securities 1,476,280 $ 3,667 $ 3,656 (1) During the nine months ended September 30, 2019, the investee effected a 5-for-1 reverse stock split. |
Movement of Equity Securities | The movement of the equity investment during the nine months ended September 30, 2019 is summarized below: September 30, 2019 Beginning of period $ 3,656 Unrealized gain/(loss) (2,127 ) End of period $ 1,529 |
Construction in progress (Table
Construction in progress (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Construction in Progress [Abstract] | |
Construction in Progress Activity | The Company’s construction in progress activity during the nine months ended September 30, 2019 is detailed below: September 30, 2019 Balance at beginning of period $ 254,700 Additions 241,550 Transferred to property, plant and equipment, net (Note 10) (101,734 ) Balance at end of period $ 394,516 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, plant and equipment, net [Abstract] | |
Property, Plant and Equipment, Net | As of September 30, 2019 and December 31, 2018 the Company’s property, plant and equipment, net consisted of the following: September 30, 2019 December 31, 2018 LNG liquefaction facilities $ 67,532 $ 65,631 Gas terminals 52,132 ― Gas pipelines 11,370 ― ISO containers and other equipment 50,532 15,873 Land 16,537 12,779 Leasehold improvements 8,054 7,229 Vehicles 1,329 1,178 Computer equipment 880 741 Accumulated depreciation (14,789 ) (9,391 ) Total property, plant and equipment, net $ 193,577 $ 94,040 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Intangible assets [Abstract] | |
Composition of Intangible Assets | The following table summarizes the composition of intangible assets as of September 30, 2019 and December 31, 2018: September 30, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life Shannon LNG leases and permits $ 41,624 $ 931 $ 40,693 40 to 91 Total intangible assets $ 41,624 $ 931 $ 40,693 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Life Shannon LNG leases and permits $ 43,191 $ 134 $ 43,057 40 to 91 Total intangible assets $ 43,191 $ 134 $ 43,057 |
Finance leases, net (Tables)
Finance leases, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Finance leases, net [Abstract] | |
Components of Direct Finance Leases | The components of the direct finance leases as of September 30, 2019 and December 31, 2018 are as follows: September 30, 2019 December 31, 2018 Finance leases $ 294,922 $ 306,832 Unearned income (202,430 ) (213,682 ) Total finance leases, net $ 92,492 $ 93,150 Current portion $ 1,045 $ 943 Non-current 91,447 92,207 |
Other non-current assets (Table
Other non-current assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other non-current assets [Abstract] | |
Other Non-Current Assets | As of September 30, 2019 and December 31, 2018, other non-current assets consisted of the following: September 30, 2019 December 31, 2018 Port access rights $ 11,977 $ 12,671 Initial lease costs 9,753 9,200 Nonrefundable deposit 16,445 10,810 Upfront payments to customers 6,267 ― Contract asset (Note 4) 9,997 ― Cost to fulfill (Note 4) 6,991 ― Other 3,865 2,574 Total other non-current assets $ 65,295 $ 35,255 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accrued liabilities [Abstract] | |
Accrued Liabilities | As of September 30, 2019 and December 31, 2018 accrued liabilities consisted of the following: September 30, 2019 December 31, 2018 Accrued construction costs $ 24,865 $ 41,343 Accrued IPO costs ― 5,296 Accrued bonuses 9,896 12,582 Other accrued expenses 16,035 8,291 Total $ 50,796 $ 67,512 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt [Abstract] | |
Long-term Debt | As of September 30, 2019 and December 31, 2018, debt consisted of the following: September 30, 2019 December 31, 2018 New Term Loan Facility, due December 2019 $ 492,762 $ 272,192 Senior Secured Bonds, due September 2034 70,914 ― Senior Unsecured Bonds, due September 2036 42,250 ― Total debt $ 605,926 $ 272,192 Current portion of debt $ 492,762 $ 272,192 Non-current portion of debt 113,164 ― |
Interest Expense | Interest and related amortization of debt issuance costs recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the three and nine months ended September 30, 2019 and 2018 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Interest costs: Interest per contractual rates $ 8,731 $ 2,315 $ 22,094 $ 5,181 Amortization of debt issuance costs 3,512 1,104 8,743 1,444 Total interest costs 12,243 3,419 30,837 6,625 Capitalized interest 7,269 236 16,380 236 Total interest expense $ 4,974 $ 3,183 $ 14,457 $ 6,389 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per share [Abstract] | |
Earnings Per Share | Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Numerator: Net loss $ (54,424 ) $ (165,949 ) Less: net loss attributable to non-controlling interests 47,701 139,483 Net loss attributable to Class A shares $ (6,723 ) $ (26,466 ) Denominator: Weighted-average shares – basic and diluted 22,692,104 19,689,568 Net loss per share – basic and diluted $ (0.30 ) $ (1.34 ) |
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive | The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because its effects would have been anti-dilutive. September 30, 2019 Unvested RSUs(1) 3,875,081 Class B shares(2) 145,057,375 Shannon Equity Agreement shares(3) 932,914 Total 149,865,370 (1) Represents the number of instruments outstanding at the end of the period. (2) Class B shares at the end of the period are considered potentially dilutive Class A shares. (3) Class A shares that would be issued in relation to the Shannon LNG Equity agreement. |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based compensation [Abstract] | |
RSU Activity | The following table summarizes the RSU activity for the nine months ended September 30, 2019: Restricted Stock Units Weighted- average grant date fair value per share Non-vested RSUs as of December 31, 2018 ― $ ― Granted 5,404,823 13.48 Vested and shares issued (1,284,383 ) 13.53 Forfeited (245,359 ) 13.51 Non-vested RSUs as of September 30, 2019 3,875,081 $ 13.46 |
Leases, as lessee (Tables)
Leases, as lessee (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases, as lessee [Abstract] | |
Lease Terms | Lease Term Rent Escalation Land site lease(1) 5 year initial term; 5 year renewal option 2.5% per annum Marine port berth lease 10 year initial term; annual renewal option for up to 10 years 15% after year 5 Marine port berth lease 20 year initial term; no renewal option No escalation Marine port berth lease 25 year initial term; 20 year renewal option No escalation LNG vessel time charter 24 month initial term; 3 month renewal option No escalation LNG vessel time charter 7 year initial term; no renewal option 2% per annum after year 3 LNG vessel time charter 15 year initial term; non-cancellable for the first 3 years; 5 year renewal option No escalation LNG vessel time charter 3 year initial term; no renewal option No escalation Office space lease 7 year initial term; two 5-year renewal options 3% per annum Office space lease 1 year renewal option 5% per annum (1) Refer to “Note 21. Related party transactions” for additional detail. |
Related party transactions (Tab
Related party transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related party transactions [Abstract] | |
Due to/from Affiliates | The tables below summarizes the balances outstanding with affiliates at September 30, 2019 and December 31, 2018: September 30, 2019 December 31, 2018 Amounts due to affiliates $ 7,856 $ 4,481 Amounts due from affiliates 1,266 890 |
Organization (Details)
Organization (Details) | 9 Months Ended |
Sep. 30, 2019Segment | |
Organization [Abstract] | |
Number of operating segments | 1 |
Significant accounting polici_3
Significant accounting policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2019 | Feb. 04, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Basis of presentation and principles of consolidation [Abstract] | ||||||||||
Net proceeds from initial public offering | $ 274,948 | $ 0 | ||||||||
Percentage of voting and non-economic interest | 88.00% | |||||||||
Percentage of economic interest in NFI | 88.00% | 86.40% | ||||||||
Percentage of voting interest in NFE | 86.40% | |||||||||
Class A [Member] | IPO [Member] | ||||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||||
Shares issued in initial public offering (in shares) | 837,272 | 20,000,000 | ||||||||
IPO price per share (in dollars per share) | $ 14 | $ 14 | ||||||||
Net proceeds from initial public offering | $ 11,000 | $ 257,000 | ||||||||
Shares outstanding (in shares) | 20,837,272 | |||||||||
Underwriting discounts and commissions | $ 700 | |||||||||
Class A [Member] | Common Stock [Member] | ||||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||||
Shares issued in initial public offering (in shares) | 20,837,272 | |||||||||
Shares outstanding (in shares) | 20,837,272 | 22,892,293 | 0 | 20,837,272 | 0 | 0 | 0 | 0 | ||
Class B [Member] | IPO [Member] | ||||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||||
Effects of reorganization transactions (in shares) | 147,058,824 | |||||||||
Shares outstanding (in shares) | 147,058,824 | |||||||||
Class B [Member] | Common Stock [Member] | ||||||||||
Basis of presentation and principles of consolidation [Abstract] | ||||||||||
Effects of reorganization transactions (in shares) | 147,058,824 | |||||||||
Shares outstanding (in shares) | 147,058,824 | 145,057,375 | 0 | 147,058,824 | 0 | 0 | 0 | 0 |
Revenue from contracts with c_3
Revenue from contracts with customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Contract with Customer, Asset and Liability [Abstract] | |||||
Receivables, revenue from contracts with customers | $ 23,724 | $ 23,724 | |||
Contract liability | 8,956 | 8,956 | |||
Contract asset | 10,107 | 10,107 | |||
Other current assets | 110 | 110 | |||
Other noncurrent assets | 9,997 | 9,997 | $ 0 | ||
Operating revenue | 35,345 | $ 24,629 | 93,221 | $ 69,545 | |
Cost of sales | 45,832 | $ 22,094 | 123,224 | $ 68,625 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||||
Remaining performance obligation | 3,141,216 | 3,141,216 | |||
Capitalized Contract Cost [Abstract] | |||||
Capitalized contract costs | 6,991 | 6,991 | $ 0 | ||
Construction Services [Member] | |||||
Contract with Customer, Asset and Liability [Abstract] | |||||
Operating revenue | 10,195 | 14,103 | |||
Cost of sales | 8,974 | 12,527 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||||
Remaining performance obligation | $ 46,977 | $ 46,977 | |||
Remaining performance obligation, expected timing of satisfaction, period | 3 months | 3 months | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||||
Remaining performance obligation | $ 178,027 | $ 178,027 | |||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||||
Remaining performance obligation | $ 169,877 | $ 169,877 | |||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||||
Remaining performance obligation | $ 168,366 | $ 168,366 | |||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||||
Remaining performance obligation | $ 167,635 | $ 167,635 | |||
Remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||||
Revenue, Performance Obligation Satisfied over Time [Abstract] | |||||
Remaining performance obligation | $ 2,410,334 | $ 2,410,334 | |||
Remaining performance obligation, expected timing of satisfaction, period |
Fair value (Details)
Fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |||
Assets [Abstract] | |||||
Total | $ 245,587 | $ 245,587 | $ 104,509 | ||
Liabilities [Abstract] | |||||
Total | 26,633 | 26,633 | 26,759 | ||
Loss from derivative liability fair value adjustment | 1,144 | 988 | |||
Market Approach [Member] | |||||
Assets [Abstract] | |||||
Cash and cash equivalents | 178,187 | 178,187 | 78,301 | ||
Restricted cash | 65,871 | 65,871 | 22,552 | ||
Investment in equity securities | 1,529 | 1,529 | 3,656 | ||
Income Approach [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liability | 9,729 | [1] | 9,729 | [1] | 9,835 |
Equity agreement | 16,904 | [2] | 16,904 | [2] | 16,924 |
Level 1 [Member] | |||||
Assets [Abstract] | |||||
Total | 245,587 | 245,587 | 104,509 | ||
Liabilities [Abstract] | |||||
Total | 0 | 0 | 0 | ||
Level 1 [Member] | Market Approach [Member] | |||||
Assets [Abstract] | |||||
Cash and cash equivalents | 178,187 | 178,187 | 78,301 | ||
Restricted cash | 65,871 | 65,871 | 22,552 | ||
Investment in equity securities | 1,529 | 1,529 | 3,656 | ||
Level 1 [Member] | Income Approach [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liability | 0 | [1] | 0 | [1] | 0 |
Equity agreement | 0 | [2] | 0 | [2] | 0 |
Level 2 [Member] | |||||
Assets [Abstract] | |||||
Total | 0 | 0 | 0 | ||
Liabilities [Abstract] | |||||
Total | 0 | 0 | 0 | ||
Level 2 [Member] | Market Approach [Member] | |||||
Assets [Abstract] | |||||
Cash and cash equivalents | 0 | 0 | 0 | ||
Restricted cash | 0 | 0 | 0 | ||
Investment in equity securities | 0 | 0 | 0 | ||
Level 2 [Member] | Income Approach [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liability | 0 | [1] | 0 | [1] | 0 |
Equity agreement | 0 | [2] | 0 | [2] | 0 |
Level 3 [Member] | |||||
Assets [Abstract] | |||||
Total | 0 | 0 | 0 | ||
Liabilities [Abstract] | |||||
Total | 26,633 | 26,633 | 26,759 | ||
Level 3 [Member] | Market Approach [Member] | |||||
Assets [Abstract] | |||||
Cash and cash equivalents | 0 | 0 | 0 | ||
Restricted cash | 0 | 0 | 0 | ||
Investment in equity securities | 0 | 0 | 0 | ||
Level 3 [Member] | Income Approach [Member] | |||||
Liabilities [Abstract] | |||||
Derivative liability | 9,729 | [1] | 9,729 | [1] | 9,835 |
Equity agreement | $ 16,904 | [2] | $ 16,904 | [2] | $ 16,924 |
[1] | Consideration due to the sellers of Shannon LNG (as defined in "Note 11. Intangible Assets" below) once first gas is supplied from the terminal to be built. | ||||
[2] | To be paid in shares at the earlier of agreed-upon date in 2020 or the commencement of significant construction activities specified in the Shannon LNG Agreement. |
Restricted cash (Details)
Restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Restricted cash [Abstract] | ||
Collateral for performance under customer agreements | $ 15,141 | $ 15,095 |
Collateral for LNG purchases | 35,000 | 927 |
Collateral for letters of credit and performance bonds | 7,140 | 6,238 |
Debt service reserve account | 8,299 | 0 |
Other restricted cash | 291 | 292 |
Total restricted cash | 65,871 | 22,552 |
Current restricted cash | 22,011 | 30 |
Non-current restricted cash | $ 43,860 | $ 22,522 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Inventory [Abstract] | |||||
LNG and natural gas inventory | $ 27,879 | $ 27,879 | $ 15,611 | ||
Materials, supplies and other | 746 | 746 | 348 | ||
Total | 28,625 | 28,625 | $ 15,959 | ||
Inventory adjustments | $ 251 | $ 0 | $ 251 | $ 0 |
Investment in equity securiti_3
Investment in equity securities, Number of Shares, Cost and Fair Value of Investment (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | ||
Investment in equity securities [Abstract] | |||
Number of shares (in shares) | shares | 295,256 | [1] | 1,476,280 |
Cost | $ 3,667 | $ 3,667 | |
Fair value | $ 1,529 | $ 3,656 | |
Reverse stock split | 2.16 | ||
[1] | During the nine months ended September 30, 2019, the investee effected a 5-for-1 reverse stock split. |
Investment in equity securiti_4
Investment in equity securities, Movement of Available-for-sale Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Investment in equity securities [Abstract] | ||
Beginning of period | $ 3,656 | |
Unrealized gain/(loss) | $ (1,325) | (2,127) |
End of period | $ 1,529 | $ 1,529 |
Construction in progress (Detai
Construction in progress (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Construction in Progress [Roll Forward] | ||||
Balance at beginning of period | $ 254,700 | |||
Additions | 241,550 | |||
Transferred to property, plant and equipment, net (Note 10) | (101,734) | |||
Balance at end of period | $ 394,516 | 394,516 | ||
Interest costs capitalized | $ 7,269 | $ 236 | $ 16,380 | $ 236 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment, Net [Abstract] | |||||
Accumulated depreciation | $ (14,789) | $ (14,789) | $ (9,391) | ||
Total property, plant and equipment, net | 193,577 | 193,577 | 94,040 | ||
Depreciation | 1,837 | $ 1,009 | 5,400 | $ 2,776 | |
Cost of Sales [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Depreciation | 161 | $ 179 | 466 | $ 518 | |
LNG Liquefaction Facilities [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 67,532 | 67,532 | 65,631 | ||
Gas Terminals [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 52,132 | 52,132 | 0 | ||
Gas Pipelines [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 11,370 | 11,370 | 0 | ||
ISO Containers and Other Equipment [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 50,532 | 50,532 | 15,873 | ||
Land [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 16,537 | 16,537 | 12,779 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 8,054 | 8,054 | 7,229 | ||
Vehicles [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | 1,329 | 1,329 | 1,178 | ||
Computer Equipment [Member] | |||||
Property, Plant and Equipment, Net [Abstract] | |||||
Property, plant and equipment, gross | $ 880 | $ 880 | $ 741 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | |
Intangible Assets, Net [Abstract] | |||
Gross Carrying Amount | $ 43,191 | $ 41,624 | $ 41,624 |
Accumulated Amortization | 134 | 931 | 931 |
Net Carrying Amount | 43,057 | 40,693 | $ 40,693 |
Weighted average remaining amortization period for intangible assets | 39 years 4 months 17 days | ||
Amortization | 254 | $ 797 | |
Shannon LNG Leases and Permits [Member] | |||
Intangible Assets, Net [Abstract] | |||
Gross Carrying Amount | 43,191 | 41,624 | 41,624 |
Accumulated Amortization | 134 | 931 | 931 |
Net Carrying Amount | $ 43,057 | $ 40,693 | $ 40,693 |
Shannon LNG Leases and Permits [Member] | Minimum [Member] | |||
Intangible Assets, Net [Abstract] | |||
Useful Life | 40 years | 40 years | |
Shannon LNG Leases and Permits [Member] | Maximum [Member] | |||
Intangible Assets, Net [Abstract] | |||
Useful Life | 91 years | 91 years |
Finance leases, net (Details)
Finance leases, net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finance leases, net [Abstract] | ||
Finance leases | $ 294,922 | $ 306,832 |
Unearned income | (202,430) | (213,682) |
Total finance leases, net | 92,492 | 93,150 |
Current portion | 1,045 | 943 |
Non-current | $ 91,447 | $ 92,207 |
Other non-current assets (Detai
Other non-current assets (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)SalesContract | Dec. 31, 2018USD ($) | |
Other non-current assets [Abstract] | ||
Port access rights | $ 11,977 | $ 12,671 |
Initial lease costs | 9,753 | 9,200 |
Nonrefundable deposit | 16,445 | 10,810 |
Upfront payments to customers | 6,267 | 0 |
Contract asset (Note 4) | 9,997 | 0 |
Cost to fulfill (Note 4) | 6,991 | 0 |
Other | 3,865 | 2,574 |
Total other non-current assets | $ 65,295 | $ 35,255 |
Number of sales contracts | SalesContract | 2 | |
Payments made to contracts under agreement | $ 5,000 | |
Additional payments made to contracts under agreement | $ 1,350 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued liabilities [Abstract] | ||
Accrued construction costs | $ 24,865 | $ 41,343 |
Accrued IPO costs | 0 | 5,296 |
Accrued bonuses | 9,896 | 12,582 |
Other accrued expenses | 16,035 | 8,291 |
Total accrued liabilities | $ 50,796 | $ 67,512 |
Debt, New Term Loan Facility (D
Debt, New Term Loan Facility (Details) $ in Thousands | Mar. 21, 2019USD ($) | Sep. 30, 2019USD ($)Extension | Dec. 31, 2018USD ($)Lender |
New Term Loan Facility [Abstract] | |||
Total debt | $ 605,926 | $ 272,192 | |
Current portion of debt | 492,762 | 272,192 | |
Non-current portion of debt | 113,164 | 0 | |
New Term Loan Facility [Member] | |||
New Term Loan Facility [Abstract] | |||
Total debt | 492,762 | 272,192 | |
Aggregate principal amount | $ 500,000 | ||
Number of lenders | Lender | 2 | ||
Initial borrowing amount | $ 220,000 | $ 280,000 | |
Outstanding borrowings | $ 500,000 | ||
Debt instrument, basis spread on variable rate | 4.00% | ||
Additional fees paid | 4,400 | ||
Unamortized deferred financing cost | $ 3,488 | ||
New Term Loan Facility [Member] | Interest Rate [Member] | |||
New Term Loan Facility [Abstract] | |||
Debt instrument, basis spread on variable rate | 1.00% | ||
Maturity date | Dec. 31, 2019 | ||
Debt instrument, frequency of periodic payment | quarterly | ||
Debt instrument, periodic payment | $ 1,250 | ||
Number of extensions for maturity date | Extension | 2 | ||
Additional extended maturity period | 6 months | ||
Increase in interest rate | 0.50% | ||
Percentage of fee payable in outstanding principal for extension of maturity date | 1.00% | ||
New Term Loan Facility [Member] | Federal Funds Rate [Member] | |||
New Term Loan Facility [Abstract] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
New Term Loan Facility [Member] | LIBOR [Member] | |||
New Term Loan Facility [Abstract] | |||
Debt instrument, basis spread on variable rate | 1.00% | ||
Debt instrument, term of variable rate | 1 month | ||
Interest rate plus spread | 3.00% | ||
Senior Secured Bonds [Member] | |||
New Term Loan Facility [Abstract] | |||
Total debt | $ 70,914 | $ 0 | |
Senior Unsecured Bonds [Member] | |||
New Term Loan Facility [Abstract] | |||
Total debt | $ 42,250 | $ 0 |
Debt, South Power Bonds (Detail
Debt, South Power Bonds (Details) - South Power [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 02, 2019 | |
Senior Secured Bonds [Member] | ||
Senior Secured and Unsecured Bonds [Abstract] | ||
Debt instrument, issuable | $ 73,317 | |
Debt instrument, issuable upon completion of certain conditions | $ 63,000 | |
Fixed interest rate | 8.25% | |
Maturity period | 15 years | |
Non-payment of principal due period | 7 years | |
Frequency of payments | Quarterly | |
Percentage of quarterly principal payment | 1.60% | |
Percentage of balloon payment due upon maturity | 50.00% | |
Senior Unsecured Bonds [Member] | ||
Senior Secured and Unsecured Bonds [Abstract] | ||
Debt instrument, issuable | $ 43,683 | |
Fixed interest rate | 11.00% | |
Maturity period | 17 years | |
Non-payment of principal due period | 9 years | |
Frequency of payments | Quarterly | |
Senior Secured Bonds and Senior Unsecured Bonds [Member] | ||
Senior Secured and Unsecured Bonds [Abstract] | ||
Additional fees paid | $ 3,859 | |
Unamortized deferred financing cost | $ 3,836 |
Debt, Interest expense (Details
Debt, Interest expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Interest Costs: [Abstract] | |||||
Amortization of debt issuance costs | $ 4,150 | $ 1,469 | |||
Interest expense | $ 4,974 | $ 3,183 | 14,457 | 6,389 | |
Debt service reserve account | 8,299 | 8,299 | $ 0 | ||
South Power [Member] | |||||
Interest Costs: [Abstract] | |||||
Debt service reserve account | 8,299 | 8,299 | |||
New Term Loan Facility [Member] | |||||
Interest Costs: [Abstract] | |||||
Interest per contractual rates | 8,731 | 2,315 | 22,094 | 5,181 | |
Amortization of debt issuance costs | 3,512 | 1,104 | 8,743 | 1,444 | |
Total interest costs | 12,243 | 3,419 | 30,837 | 6,625 | |
Capitalized interest | 7,269 | 236 | 16,380 | 236 | |
Interest expense | $ 4,974 | $ 3,183 | $ 14,457 | $ 6,389 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Provision / (Benefit) for the Taxes on Income [Abstract] | |||||
Deferred tax asset | $ 44,473 | $ 44,473 | |||
Effective tax rate | 0.12% | (2.29%) | (0.20%) | (0.93%) | |
Tax expense/(benefit) | $ (64) | $ 306 | $ 337 | $ 399 | |
Uncertain tax positions | $ 0 | $ 0 | |||
Jamaica [Member] | |||||
Provision / (Benefit) for the Taxes on Income [Abstract] | |||||
Statutory tax rate | 25.00% | ||||
Ireland [Member] | |||||
Provision / (Benefit) for the Taxes on Income [Abstract] | |||||
Net operating loss carryforwards | $ 41,416 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and contingencies [Abstract] | ||
Tangible personal property tax paid | $ 1,033 | $ 1,204 |
Partial rebate from legal proceeding | $ 140 |
Earnings per share (Details)
Earnings per share (Details) $ / shares in Units, $ in Thousands | Feb. 04, 2019shares | Feb. 04, 2019USD ($)shares | Mar. 31, 2019USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | |
Numerator [Abstract] | |||||||||||
Net loss | $ | $ (8,003) | $ (52,289) | $ (54,424) | $ (51,233) | $ (13,681) | $ (18,825) | $ (10,913) | $ (165,949) | $ (43,419) | ||
Net loss attributable to non-controlling interests | $ | 47,701 | 72 | 139,483 | 72 | |||||||
Net loss attributable to stockholders | $ | $ (6,723) | $ (13,609) | $ (26,466) | $ (43,347) | |||||||
Denominator [Abstract] | |||||||||||
Weighted-average shares-basic and diluted (in shares) | 22,692,104 | 19,689,568 | |||||||||
Net loss per share - basic and diluted (in dollars per share) | $ / shares | $ (0.30) | $ (1.34) | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock split issued and outstanding shares effected in connection with IPO | 2.16 | ||||||||||
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive [Abstract] | |||||||||||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | 149,865,370 | ||||||||||
Class B [Member] | |||||||||||
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive [Abstract] | |||||||||||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | [1] | 145,057,375 | |||||||||
IPO [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Stock split issued and outstanding shares effected in connection with IPO | 2.16 | ||||||||||
IPO [Member] | Class B [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Effects of reorganization transactions (in shares) | 147,058,824 | ||||||||||
Shares outstanding (in shares) | 147,058,824 | 147,058,824 | |||||||||
Unvested RSU [Member] | |||||||||||
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive [Abstract] | |||||||||||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | [2] | 3,875,081 | |||||||||
Shannon Equity Agreement [Member] | |||||||||||
Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Effects Presented in Anti-dilutive [Abstract] | |||||||||||
Anti-dilutive securities excluded from computation of diluted weighted average shares outstanding (in shares) | [3] | 932,914 | |||||||||
[1] | Class B shares at the end of the period are considered potentially dilutive Class A shares. | ||||||||||
[2] | Represents the number of instruments outstanding at the end of the period. | ||||||||||
[3] | Class A shares that would be issued in relation to the Shannon LNG Equity agreement. |
Share-based compensation (Detai
Share-based compensation (Details) - Restricted Stock Units [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | |
Share-based Compensation Expenses [Abstract] | ||
Reversal of compensation expense | $ | $ 249 | |
Number of Shares [Roll Forward] | ||
Non-vested RSUs, beginning balance (in shares) | shares | 0 | |
Granted (in shares) | shares | 5,404,823 | |
Vested and shares issued (in shares) | shares | (1,284,383) | |
Forfeited (in shares) | shares | (245,359) | |
Non-vested RSUs, ending balance (in shares) | shares | 3,875,081 | 3,875,081 |
Weighted Average Grant Date Fair Value Per Share [Abstract] | ||
Non-vested RSUs, beginning balance (in dollars per share) | $ / shares | $ 0 | |
Granted (in dollars per share) | $ / shares | 13.48 | |
Vested and shares issued (in dollars per share) | $ / shares | 13.53 | |
Forfeited (in dollars per share) | $ / shares | 13.51 | |
Non-vested RSUs, ending balance (in dollars per share) | $ / shares | $ 13.46 | $ 13.46 |
Recognized compensation expense | $ | $ 8,067 | $ 36,075 |
Unrecognized compensation cost | $ | 33,419 | $ 33,419 |
Weighted-average remaining vesting period of non-vested stock (in years) | 1 year 3 months 7 days | |
Selling, General and Administrative Expenses [Member] | ||
Weighted Average Grant Date Fair Value Per Share [Abstract] | ||
Recognized compensation expense | $ | 7,804 | $ 35,483 |
Operations and Maintenance [Member] | ||
Weighted Average Grant Date Fair Value Per Share [Abstract] | ||
Recognized compensation expense | $ | $ 263 | $ 592 |
Minimum [Member] | ||
Weighted Average Grant Date Fair Value Per Share [Abstract] | ||
Vesting period | 10 months | |
Maximum [Member] | ||
Weighted Average Grant Date Fair Value Per Share [Abstract] | ||
Vesting period | 3 years |
Leases, as lessee (Details)
Leases, as lessee (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)RenewalOption | Sep. 30, 2018USD ($) | ||
Leases [Abstract] | |||||
Rental expense | $ | $ 10,947 | $ 5,536 | $ 28,323 | $ 16,831 | |
Land Site Lease [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | [1] | 5 years | 5 years | ||
Renewal of lease term | [1] | 5 years | 5 years | ||
Percentage of annual lease payment escalation | [1] | 2.50% | |||
Marine Port Berth Lease One [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | 10 years | 10 years | |||
Renewal of lease term | 10 years | 10 years | |||
Percentage of annual lease payment escalation | 15.00% | ||||
Lease payment escalation term | 5 years | ||||
Marine Port Berth Lease Two [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | 20 years | 20 years | |||
Renewal of lease term | 0 years | 0 years | |||
Marine Port Berth Lease Three [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | 25 years | 25 years | |||
Renewal of lease term | 20 years | 20 years | |||
LNG Vessel Time Charter One [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | 24 months | 24 months | |||
Renewal of lease term | 3 months | 3 months | |||
LNG Vessel Time Charter Two [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | 7 years | 7 years | |||
Renewal of lease term | 0 years | 0 years | |||
Percentage of annual lease payment escalation | 2.00% | ||||
Lease payment escalation term | 3 years | ||||
LNG Vessel Time Charter Three [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | 15 years | 15 years | |||
Renewal of lease term | 5 years | 5 years | |||
Non-cancellable lease term | 3 years | ||||
LNG Vessel Time Charter Four [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | 3 years | 3 years | |||
Renewal of lease term | 0 years | 0 years | |||
Office Space Lease One [Member] | |||||
Leases [Abstract] | |||||
Initial lease term | 7 years | 7 years | |||
Renewal of lease term | 5 years | 5 years | |||
Percentage of annual lease payment escalation | 3.00% | ||||
Number of renewal options | RenewalOption | 2 | ||||
Office Space Lease Two [Member] | |||||
Leases [Abstract] | |||||
Renewal of lease term | 1 year | 1 year | |||
Percentage of annual lease payment escalation | 5.00% | ||||
[1] | Refer to "Note 21. Related party transactions" for additional detail. |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Related party transaction [Abstract] | ||||||
Administrative and general expenses | $ 1,952 | $ 1,004 | $ 6,472 | $ 2,235 | ||
Charter costs | 1,306 | 314 | 2,931 | 905 | ||
Amount due to affiliates | 7,856 | 7,856 | $ 4,481 | |||
Amounts due from affiliates | $ 1,266 | $ 1,266 | 890 | |||
DevTech Investment [Member] | ||||||
Related party transaction [Abstract] | ||||||
Minority interest percentage in exchange for cash consideration | 10.00% | 10.00% | ||||
Percentage of note payable purchased by affiliate | 10.00% | |||||
Note payable due | $ 1,073 | $ 1,073 | 755 | |||
Interest expense on note payable | 25 | 71 | ||||
Amounts due from affiliates | 665 | 665 | 365 | |||
Fortress [Member] | ||||||
Related party transaction [Abstract] | ||||||
Amount due to affiliates | 7,045 | 7,045 | 3,579 | |||
Florida East Coast Industries [Member] | ||||||
Related party transaction [Abstract] | ||||||
Amount due to affiliates | 0 | 0 | 597 | |||
Land and building expense | 834 | 188 | ||||
Florida East Coast Industries [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Related party transaction [Abstract] | ||||||
Land and building expense | 223 | 0 | ||||
Florida East Coast Industries [Member] | Construction in Progress [Member] | ||||||
Related party transaction [Abstract] | ||||||
Land and building expense | 386 | 0 | ||||
Florida East Coast Industries [Member] | Construction in Progress [Member] | Operations and Maintenance [Member] | ||||||
Related party transaction [Abstract] | ||||||
Land and building expense | 76 | $ 71 | 225 | $ 71 | ||
Fortress Affiliated Entities [Member] | ||||||
Related party transaction [Abstract] | ||||||
Amount due to affiliates | 811 | 811 | 305 | |||
Amounts due from affiliates | $ 601 | $ 601 | $ 525 |
Related party transactions, Due
Related party transactions, Due to/from Affiliates (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Related party transactions [Abstract] | ||
Amounts due to affiliates | $ 7,856 | $ 4,481 |
Amounts due from affiliates | $ 1,266 | $ 890 |